The PCCW Going Private Saga: What Is a Fair Deal?

2012 ◽  
Vol 28 (1) ◽  
pp. 93-114
Author(s):  
Suwina L. S. Cheng

ABSTRACT: This instructional case discusses the process and maneuvers of a going private scheme in which the controlling shareholders of Pacific Century CyberWorks (PCCW) proposed to buy out all the shares of the minority shareholders and to then delist the company. The case highlights the importance of applying accounting knowledge in evaluating the value of a company. It also exposes students to the real-world ethical issues relating to vote manipulation and minority shareholder protection in the voting process of a going private deal.

2010 ◽  
Vol 45 (6) ◽  
pp. 1391-1417 ◽  
Author(s):  
Henk Berkman ◽  
Rebel A. Cole ◽  
Lawrence J. Fu

AbstractWe examine the wealth effects of 3 regulatory changes designed to improve minority-shareholder protection in the Chinese stock markets. Using the value of a firm’s related-party transactions as an inverse proxy for the quality of corporate governance, wefind that firms with weaker governance experienced significantly larger abnormal returns around announcements of the new regulations than did firms with stronger governance. We also find that firms with strong ties to the government did not benefit from the regulations, suggesting that minority shareholders did not expect regulators to enforce the new rules on firms where blockholders have strong political connections.


2012 ◽  
Vol 5 ◽  
Author(s):  
Jonida Rustemaj

This article aims at introducing the main changes brought by the new Albanian Company Law on minority shareholders’ protection. Due to the harmonization of our legislation with the acqui, new pieces of laws were introduced in commercial law. In 2008 the new law “On entrepreneurs and commercial companies” was enacted. The latter introduced new practices and concepts, some of them not familiar to the Albanian legal system. I was motivated to write a paper on minority shareholders protection in order to emphasize the new regime and instruments of protection granted by the new laws. A matter which concerns investors and especially foreign ones is the protection of minority shareholders. This paper discusses the instruments of protection of minority shareholders bringing the novelties of the newly introduced laws because of the unclear regime under the repealed law using the analytical and comparative method. Few rights which were known by the former Albanian company law were usually compromised, but under the law in force, minorities are much more protected.Does the new law strengthen the position of such category of shareholders? What are the rights of minority shareholders conferred by the law? These and other questions will be addressed herein.


Author(s):  
Jonida Rustemaj

This article aims at introducing the main changes brought by  the new Albanian Company Law on  minority shareholders’ protection. Due to the harmonization of our legislation with the acqui, new pieces of laws were introduced in commercial law. In 2008 the new law “On entrepreneurs and commercial companies” was enacted. The latter introduced new practices and concepts, some of them not  familiar  to  the Albanian  legal  system. I  was motivated  to   write  a  paper on   minority   shareholders protection  in  order to  emphasize  the new regime  and instruments of protection granted by the new laws. A matter which concerns investors and especially foreign ones is the protection of minority  shareholders. This paper discusses the instruments  of  protection  of  minority   shareholders bringing the novelties of the newly introduced laws because of  the unclear regime under the repealed law using the analytical and comparative method. Few rights which  were known by the former Albanian company law were usually compromised, but  under the law in  force, minorities are much more protected. Does the new law strengthen the position of such category of   shareholders?   What  are   the   rights   of   minority shareholders  conferred  by  the  law?  These  and other questions will be addressed herein.


2020 ◽  
pp. 119-174
Author(s):  
Paul Davies

Where a company has a controlling or a small group of controlling shareholders, the non-controlling shareholders are at risk that the controllers will extract private benefits of control at the expense of the non-controllers. UK company law contains a wide range of techniques for addressing this issue, some more effective than others. This chapter begins by examining the various ways in which well-advised investors can contract for protection before they enter the company and how the law protects the agreements reached. The second part discusses rights to exit the company upon the occurrence of certain events. The third part discusses disclosure rights, designed to bring self-dealing transactions into the open. The fourth focuses on ways of structuring the board or shareholder body when the decision before it carries a high risk of self-dealing. The final part considers cases where the courts review the substantive fairness of the controllers’ conduct, notably, but not only, the provisions on ‘unfair prejudice.


2020 ◽  
pp. 119-174
Author(s):  
Paul Davies

Where a company has a controlling or a small group of controlling shareholders, the non-controlling shareholders are at risk that the controllers will extract private benefits of control at the expense of the non-controllers. UK company law contains a wide range of techniques for addressing this issue, some more effective than others. This chapter begins by examining the various ways in which well-advised investors can contract for protection before they enter the company and how the law protects the agreements reached. The second part discusses rights to exit the company upon the occurrence of certain events. The third part discusses disclosure rights, designed to bring self-dealing transactions into the open. The fourth focuses on ways of structuring the board or shareholder body when the decision before it carries a high risk of self-dealing. The final part considers cases where the courts review the substantive fairness of the controllers’ conduct, notably, but not only, the provisions on ‘unfair prejudice.


2017 ◽  
Vol 6 (1) ◽  
pp. 185
Author(s):  
Khalid Saad Al-habshan

The preceding articles examined the legal framework of corporate governance in Saudi Arabia and the important elements of the institutional framework for Saudi corporate governance. The discussion in this chapter first focuses on government and government-regulated institutions established to enforce compliance and see that the actions of corporations are in line with corporate governance law. This chapter then examines minority shareholdings interests and rights and investigates minority shareholder protection under the CL. In addition, the board of directors is described, which controls and guides firm operations in compliance with corporate governance standards and regulations.


Sign in / Sign up

Export Citation Format

Share Document